SHAREHOLDERS AGREEMENT
THIS SHAREHOLDERS AGREEMENT (the
“Agreement”) is made as of [___].
BY AND BETWEEN:
1.
PT [_____], a limited liability company duly
incorporated and existing under the laws of the Republic of Indonesia, having
its place of business at [___] (“PT
X”).
2.
PT [_____], a limited liability company duly
incorporated and existing under the laws of the Republic of Indonesia, having
its place of business at [___] (“PT
Y”).
3.
PT [_____], a limited liability company duly incorporated
and existing under the laws of the Republic of Indonesia, having its place of
business at [___] (“PT Z”).
PT
X, PT Y and PT Z are collectively referred to as the “Parties”, and each one of them as a “Party”.
WITNESSETH:
A.
WHEREAS,
the
Company (as defined below) is engage in [_____].
B.
WHEREAS,
the Shareholders (as defined below) wish to enter into this Agreement to
document their understanding and agreements regarding among others the
governance of the Company and to regulate the relationship among themselves.
NOW
THEREFORE, in consideration of the mutual
covenants and premises, the Parties hereto agree to enter into this Agreement
to document their agreements as stipulated in the above recital pursuant to the
following terms and conditions:
The following capitalized terms when
used in this Agreement shall have the meanings ascribed next to them as set
forth below:
“Affiliate”
means, with respect to any Person, any other Person that, directly or
indirectly, controls or is controlled by or is under common control with such
Person. Control means the possession, direct or indirect, of the power to
direct or cause the direction of the management and policies of a Person,
whether through the ownership of voting securities, by contract or
otherwise.
“Agreement”
means this Shareholders Agreement, including any schedules, appendices or
attachments thereto, as may be amended, supplemented or replaced by the Parties
hereto from time to time.
“Articles
of Association” means the draft articles of association of the Company as attached
hereto as Schedule 1, as applicable.
“Board
of Commissioners” means the board of commissioners of the Company.
“Board
of Directors” means the board of directors of the Company.
“Business”
has the meaning set forth in Clause [___].
“Business
Day” means any day which is not a Saturday, Sunday or a day on which banks
are authorized or required to close in Jakarta.
[and so on...]
2.1.
Formation: The Company is incorporated as a limited
liability company under the laws of the Republic of Indonesia. The purpose of this Agreement is to provide
for the ownership and operation by the Shareholders of the Company and the
Group Companies in the form of a joint venture company within the framework of Indonesian
laws. The domicile of the Company shall
be in Jakarta, Indonesia. Subject to the
approval of its Board of Directors, the Company may establish branches or
representative offices elsewhere in or out of the territory of the Republic of
Indonesia. The Company shall continue to
exist for an unlimited period in accordance with its Articles of
Association. In the event of a conflict
between any provision of this Agreement and any non-mandatory provision of any
applicable law, the provisions of this Agreement shall control and take precedence,
and the Parties agree to amend, as necessary, the Company’s Articles of
Association in a manner consistent with, and to give effect to, the provisions
of this Agreement. The Company’s
Articles of Association are attached hereto as Schedule 1.
2.2.
Purpose: “Business”
means [_____] in Indonesia.
2.3.
Effective
Date: This Agreement shall become effective on the
date hereof (the “Effective Date”).
3.1.
Capitalization: The
authorized share capital of the Company as of the date of this Agreement consists
of [___] shares, with a nominal value per share of Rp [___] for a total
authorized share capital of Rp [___].
As soon as practicable after the date hereof, the Shareholders shall
increase the authorized share capital of the Company to [____] shares, with a
nominal value per share of Rp [___] for a total authorized share capital
of Rp [____].
3.2.
Subscription:
a.
The initial issued and
paid up share capital of the Company as of the date of this Agreement consists
of [___] shares, with a nominal value per share of Rp [___] for a total issued
and paid up share capital of Rp [___].
The shareholding composition of the Company as of the date hereof is as
follows:
|
Shares
|
Nominal
Value
(in Rp) |
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
100%
|
dan seterusnya...
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